8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 21, 2005

WASHINGTON TRUST BANCORP, INC.

-----------------------------

(Exact Name of Registrant as Specified in Charter)

Rhode Island	0-13091	05-0404671
--------------------	--------------------	---------------------
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

23 Broad Street, Westerly, Rhode Island 02891

------------------------------------------------------------

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 348-1200

Former name or address, if changed from last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 21, 2005, Washington Trust Bancorp, Inc. issued a press release in which it disclosed unaudited financial information related to second quarter consolidated earnings. A copy of the press release relating to such announcement, dated July 21, 2005, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to General Instructions B.2 of Form 8-K, this information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
	Exhibit No.	Exhibit
	99.1	Press Release dated July 21, 2005*
	*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WASHINGTON TRUST BANCORP, INC.
Date: July 21, 2005	By:	/s/ John C. Warren
		John C. Warren
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated July 21, 2005*
* Filed herewith

EX-99

Exbibit 99.1

[Omitted Graphic]

NASDAQ: WASH

Contact:Elizabeth B. Eckel

Senior Vice President, Marketing

Telephone: (401) 348-1309

E-mail: ebeckel@washtrust.com

Date: July 21, 2005

FOR IMMEDIATE RELEASE

Washington Trust Second Quarter Net Income Up 12%

Record Earnings and Earnings Per Share

Westerly, Rhode Island…Washington Trust Bancorp, Inc. (Nasdaq National Market; symbol: WASH), parent company of The Washington Trust Company, today announced second quarter ended June 30, 2005 net income of $5.6 million, an increase of 12 percent from the $5.0 million reported for the second quarter of 2004. On a diluted earnings per share basis, the Corporation earned 41 cents for the second quarter of 2005, up 11 percent from the 37 cents earned for the same quarter in 2004. The returns on average equity and average assets for the three months ended June 30, 2005 were 14.58% and 0.97%, respectively, compared to 14.46% and 0.96%, respectively, for the same period in 2004.

“We’re pleased to report record net income for the second quarter, with earnings up 12 percent since last year,” stated John C. Warren, Washington Trust Chairman and Chief Executive Officer. Warren added, “We’ve had healthy loan and deposit growth in a year in which the Federal Reserve raised short-term interest rates nine times.” He continued, “We’re excited about our upcoming acquisition of Weston Financial Group, Inc. and the opportunities it presents for our wealth management group.”

As previously reported on March 21, 2005, Washington Trust announced the signing of a definitive agreement to acquire Weston Financial Group, a registered investment advisor with assets under management in excess of $1.2 billion. Located in Wellesley, Massachusetts, Weston specializes in providing high-quality, comprehensive financial planning and investment counseling services to high net worth individuals. It is currently anticipated that the acquisition, which is subject to state and federal regulatory approval and other customary conditions to closing, will most likely be completed in the third quarter of 2005.

Net income for the six months ended June 30, 2005 amounted to $11.0 million, an increase of 11 percent from the $10.0 million reported for the same period a year ago. On a diluted earnings per share basis, the Corporation earned 81 cents for the six months ended June 30, 2005, an increase of 9 percent from the 74 cents earned for

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Washington Trust

Page Two, July 21, 2005

the first six months of 2004. The returns on average equity and average assets for the six months ended June 30, 2005 were 14.39% and 0.95%, respectively, compared to 14.18% and 0.98%, respectively, for the six months ended June 30, 2004.

Net interest income, the primary source of Washington Trust’s operating income, amounted to $15.0 million for the second quarter of 2005, up 14 percent from the $13.1 million reported for the same period a year ago. This increase in net interest income was primarily due to growth in interest-earning assets. The net interest margin for the three months ended June 30, 2005 was 2.76%, unchanged from the first quarter of 2005, and 4 basis points higher than the 2.72% level reported for the second quarter of 2004.

For the six months ended June 30, 2005, net interest income amounted to $29.6 million, an increase of 13 percent from the amount reported for the corresponding 2004 period. The net interest margin for the six months ended June 30, 2005 amounted to 2.76%, down 4 basis points from the 2.80% reported for the same period a year ago.

Excluding net realized gains and losses on securities, noninterest income for the second quarter of 2005 totaled $7.0 million, down from $7.2 million reported for the same quarter a year ago primarily due to a decline in other income. Included in other income for the second quarter of 2004 was $280 thousand recovered as a result of a favorable litigation decision. For the six months ended June 30, 2005, noninterest income (excluding net realized gains and losses on securities) amounted to $13.1 million, essentially unchanged from the comparable 2004 amount.

Trust and investment management fees represented 51% of noninterest income (excluding net realized gains and losses on securities) for the first six months of 2005. Revenue from trust and investment services totaled $3.5 million for the second quarter of 2005 and $6.7 million for the first six months of 2005, up 5 percent from the comparable periods in 2004. This revenue is largely dependent on the value of assets under administration and is closely tied to the performance of the financial markets. Trust assets under administration amounted to $1.853 billion at June 30, 2005, compared to $1.871 billion at December 31, 2004.

Noninterest expenses amounted to $13.4 million for the second quarter of 2005 and $25.8 million for the first six months of 2005, up 7 percent from the comparable periods a year ago. Salaries and employee benefit expense, the largest component of noninterest expenses, totaled $7.5 million for the second quarter of 2005, up 3 percent from the second quarter of 2004. Salaries and employee benefit expense amounted to $14.9 million

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Washington Trust

Page Three, July 21, 2005

for the six months ended June 30, 2005, up 5 percent from the first six months of 2004. Expenses for legal, audit and professional fees have increased by $275 thousand and $409 thousand, respectively, for the three-month and six-month periods ended June 30, 2005. These increases are partly due to higher audit and other costs associated with the requirements of Section 404 of the Sarbanes-Oxley Act.

At June 30, 2005, total assets amounted to $2.339 billion, up $31.4 million from December 31, 2004. In the first six months of 2005, total loans increased $95.5 million to $1.345 billion. Residential real estate loans grew $53.5 million, or 10 percent, during the first half of 2005, including an increase of $26.5 million in purchased residential mortgages. Consumer loans increased $21.2 million, or 9 percent, in the first six months of 2005, primarily due to growth in home equity lines and loans. Commercial loans, including commercial real estate and construction loans, amounted to $528.6 million at June 30, 2005, up $20.9 million, or 4 percent, from $507.7 million reported at December 31, 2004.

Total deposits amounted to $1.531 billion at June 30, 2005, up $72.8 million, or 5 percent, from the balance at December 31, 2004. In the first six months of 2005, growth in demand/NOW deposits and consumer certificates of deposit was partially offset by declines in money market and savings account balances. In addition, brokered certificates of deposit grew $33.2 million, or 20 percent, during the six months ended June 30, 2005. The Corporation utilizes brokered certificates of deposit as part of its overall funding program along with other sources. During the first six months of 2005, the Corporation reduced its Federal Home Loan Bank advance borrowing position by $47.1 million.

Nonperforming assets (nonaccrual loans and property acquired through foreclosure) declined during the first six months of 2005 and were below December 31, 2004 and June 30, 2004 levels. Nonperforming assets totaled $2.4 million, or .10% of total assets, at June 30, 2005. The allowance for loan losses was $17.4 million, or 1.30% of total loans, at June 30, 2005, compared to $16.8 million, or 1.34%, at December 31, 2004. The Corporation’s loan loss provision amounted to $300 thousand for the second quarter of 2005 and $600 thousand for the first six months of 2005. Comparable amounts for the prior year totaled $120 thousand for second quarter 2004 and $240 thousand for the six months ended June 30, 2004. The increase in the Corporation’s loan loss provision was in response to growth in the loan portfolio.

Total shareholders’ equity amounted to $156.9 million at June 30, 2005, compared to $151.9 million at December 31, 2004. Book value per share as of June 30, 2005 and December 31, 2004 amounted to $11.79 and $11.44, respectively.

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Washington Trust

Page Four, July 21, 2005

Washington Trust Chairman and Chief Executive Officer, John C. Warren, and David V. Devault, Executive Vice President, Secretary, Treasurer, and Chief Financial Officer, will host a conference call on Thursday, July 21, at 4:30 p.m. (Eastern Time) to discuss the Corporation’s second quarter results. Access to the call is available in a listen-only mode on Washington Trust’s web site, http://investorrelations.washtrust.com. A replay of the call will be posted in this same location on the web site shortly after the conclusion of the call.

Washington Trust Bancorp, Inc. is the parent of The Washington Trust Company, a Rhode Island state-chartered bank founded in 1800. The Bank offers personal banking, business banking and wealth management services through its offices in Rhode Island and southeastern Connecticut. Washington Trust Bancorp, Inc.’s common stock trades on The Nasdaq Stock Market^Ò under the symbol WASH. Investor information is available on the Corporation’s web site: www.washtrust.com.

# # #

This report contains certain statements that may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Corporation’s actual results, performance or achievements could differ materially from those projected in the forward-looking statements as a result, among other factors, of changes in general national or regional economic conditions, changes in interest rates, reductions in the market value of trust and investment assets under management, reductions in loan demand, reductions in deposit levels necessitating increased borrowing to fund loans and investments, changes in loan default and charge-off rates, changes in the size and nature of the Corporation’s competition, the ability to consummate the acquisition of Weston in a timely manner, the risk that difficulties will arise in connection with the integration of the operations of Weston with our existing operations, changes in legislation or regulation and accounting principles, policies and guidelines and changes in the assumptions used in making such forward-looking statements.

Washington Trust Bancorp, Inc. and Subsidiary
FINANCIAL SUMMARY
	Three Months Ended
	Jun. 30,			Jun. 30,			Mar. 31,
(Dollars and shares in thousands, except per share amounts)	2005			2004			2005
Operating Results
Net interest income	$	14,972		$	13,092		$	14,621
Provision for loan losses		300			120			300
Net realized gains (losses) on securities		3			(240	)		-
Other noninterest income		6,991			7,164			6,079
Noninterest expenses		13,373			12,545			12,444
Income tax expense		2,654			2,308			2,546
Net income		5,639			5,043			5,410
Per Share
Basic earnings	$	0.42		$	0.38		$	0.41
Diluted earnings	$	0.41		$	0.37		$	0.40
Dividends declared	$	0.18		$	0.17		$	0.18
Weighted Average Shares Outstanding
Basic		13,296.0			13,216.1			13,282.7
Diluted		13,592.3			13,517.0			13,617.3
Average Balance Sheet
Federal funds sold and other short-term investments	$	12,018		$	11,072		$	10,670
Taxable debt securities		804,232			829,306			830,738
Nontaxable debt securities		21,369			16,118			19,132
Corporate stocks and Federal Home Loan Bank stock		51,511			56,358			52,852
Loans:
Commercial and other		518,025			434,292			512,260
Residential real estate		558,645			430,539			530,845
Consumer		243,756			192,529			230,728
Total loans		1,320,426			1,057,360			1,273,833
Earning assets		2,209,556			1,970,214			2,187,225
Total assets		2,336,973			2,091,943			2,313,405
Deposits:
Demand deposits		189,465			190,906			182,281
NOW accounts		180,103			163,638			171,108
Money market accounts		186,957			122,063			196,577
Savings accounts		241,594			258,169			248,957
Time deposits		733,927			545,266			688,878
Total deposits		1,532,046			1,280,042			1,487,801
Federal Home Loan Bank advances		631,390			656,802			655,564
Shareholders’ equity		154,663			139,525			152,420
Key Ratios
Return on average assets		0.97	%		0.96	%		0.94	%
Return on average equity		14.58	%		14.46	%		14.20	%
Interest rate spread (taxable equivalent basis)		2.48	%		2.47	%		2.49	%
Net interest margin (taxable equivalent basis)		2.76	%		2.72	%		2.76	%
Allowance for Loan Losses
Balance at beginning of period	$	17,058		$	16,174		$	16,771
Provision charged to earnings		300			120			300
Net (charge-offs) recoveries		84			(86	)		(13	)
Balance at end of period	$	17,442		$	16,208		$	17,058

Washington Trust Bancorp, Inc. and Subsidiary
FINANCIAL SUMMARY
	Six Months Ended
	Jun. 30,			Jun. 30,
(Dollars and shares in thousands, except per share amounts)	2005			2004
Operating Results
Net interest income	$	29,593		$	26,175
Provision for loan losses		600			240
Net realized gains (losses) on securities		3			(240	)
Other noninterest income		13,070			13,104
Noninterest expenses		25,817			24,225
Income tax expense		5,200			4,576
Net income		11,049			9,998
Per Share
Basic earnings	$	0.83		$	0.76
Diluted earnings	$	0.81		$	0.74
Dividends declared	$	0.36		$	0.34
Weighted Average Shares Outstanding
Basic		13,289.4			13,209.4
Diluted		13,602.3			13,515.2
Average Balance Sheet
Federal funds sold and other short-term investments	$	11,349		$	11,114
Taxable debt securities		817,412			819,405
Nontaxable debt securities		20,256			15,177
Corporate stocks and Federal Home Loan Bank stock		52,178			55,438
Loans:
Commercial and other		515,158			423,467
Residential real estate		544,822			410,686
Consumer		237,278			181,559
Total loans		1,297,258			1,015,712
Earning assets		2,198,453			1,916,846
Total assets		2,325,254			2,040,042
Deposits:
Demand deposits		185,893			180,598
NOW accounts		175,630			156,349
Money market accounts		191,740			108,247
Savings accounts		245,256			255,855
Time deposits		711,527			536,398
Total deposits		1,510,046			1,237,447
Federal Home Loan Bank advances		643,410			644,999
Shareholders’ equity		153,548			141,053
Key Ratios
Return on average assets		0.95	%		0.98	%
Return on average equity		14.39	%		14.18	%
Interest rate spread (taxable equivalent basis)		2.49	%		2.54	%
Net interest margin (taxable equivalent basis)		2.76	%		2.80	%
Allowance for Loan Losses
Balance at beginning of period	$	16,771		$	15,914
Provision charged to earnings		600			240
Net (charge-offs) recoveries		71			54
Balance at end of period	$	17,442		$	16,208

Washington Trust Bancorp, Inc. and Subsidiary
FINANCIAL SUMMARY
	Jun. 30,			Dec. 31,			Jun. 30,
(Dollars and shares in thousands, except per share amounts)	2005			2004			2004
Period-End Balance Sheet
Assets	$	2,339,264		$	2,307,820		$	2,178,990
Total securities		826,052			890,058			902,998
Loans:
Commercial and other:
Mortgages		274,330			266,670			239,651
Construction and development		32,382			29,263			20,376
Other		221,877			211,778			188,314
Total commercial and other		528,589			507,711			448,341
Residential real estate:
Mortgages		546,364			494,720			433,976
Homeowner construction		20,846			18,975			17,079
Total residential real estate		567,210			513,695			451,055
Consumer:
Home equity lines		162,465			155,001			134,299
Other		86,960			73,269			67,344
Total consumer		249,425			228,270			201,643
Total loans		1,345,224			1,249,676			1,101,039
Deposits:
Demand deposits		201,509			189,588			200,923
NOW accounts		179,824			174,727			167,071
Money market accounts		183,318			196,775			135,609
Savings accounts		233,811			251,920			264,296
Time deposits		732,236			644,875			574,004
Total deposits		1,530,698			1,457,885			1,341,903
Brokered deposits included in time deposits		202,754			169,587			153,373
Federal Home Loan Bank advances		625,641			672,748			676,336
Shareholders’ equity		156,870			151,852			138,542
Capital Ratios
Tier 1 risk-based capital		9.26	%		9.15	%		9.41	%
Total risk-based capital		10.78	%		10.72	%		10.95	%
Tier 1 leverage ratio		5.53	%		5.35	%		5.51	%
Share Information
Shares outstanding at end of period		13,307.4			13,269.4			13,227.9
Book value per share	$	11.79		$	11.44		$	10.47
Tangible book value per share	$	10.01		$	9.64		$	8.64
Market value per share	$	27.67		$	29.31		$	25.99
Credit Quality
Nonaccrual loans	$	2,435		$	4,731		$	4,987
Other real estate owned, net		4			4			8
Nonperforming assets to total assets		0.10	%		0.21	%		0.23	%
Nonaccrual loans to total loans		0.18	%		0.38	%		0.45	%
Allowance for loan losses to nonaccrual loans		716.30	%		354.49	%		325.01	%
Allowance for loan losses to total loans		1.30	%		1.34	%		1.47	%
Assets Under Administration
Market value	$	1,852,925		$	1,870,510		$	1,783,747

Washington Trust Bancorp, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
	(Unaudited)
(Dollars in thousands)	June 30,			December 31,
	2005			2004
Assets:
Cash and due from banks	$	41,227		$	34,801
Federal funds sold and other short-term investments		5,100			17,280
Mortgage loans held for sale		2,092			1,095
Securities:
Available for sale, at fair value; amortized cost $647,181 in 2005 and $724,209 in 2004		656,025			735,666
Held to maturity, at cost; fair value $170,668 in 2005 and $156,270 in 2004		170,027			154,392
Total securities		826,052			890,058
Federal Home Loan Bank stock, at cost		34,966			34,373
Loans:
Commercial and other		528,589			507,711
Residential real estate		567,210			513,695
Consumer		249,425			228,270
Total loans		1,345,224			1,249,676
Less allowance for loan losses		17,442			16,771
Net loans		1,327,782			1,232,905
Premises and equipment, net		24,166			24,248
Accrued interest receivable		9,896			9,367
Investment in bank-owned life insurance		29,800			29,249
Goodwill		22,591			22,591
Identifiable intangible assets		1,063			1,309
Other assets		14,529			10,544
Total assets	$	2,339,264		$	2,307,820
Liabilities:
Deposits:
Demand deposits	$	201,509		$	189,588
NOW accounts		179,824			174,727
Money market accounts		183,318			196,775
Savings accounts		233,811			251,920
Time deposits		732,236			644,875
Total deposits		1,530,698			1,457,885
Dividends payable		2,397			2,257
Federal Home Loan Bank advances		625,641			672,748
Other borrowings		2,876			3,417
Accrued expenses and other liabilities		20,782			19,661
Total liabilities		2,182,394			2,155,968
Shareholders’ Equity:
Common stock of $.0625 par value; authorized 30 million shares;
issued 13,316,075 shares in 2005 and 13,278,685 in 2004		832			830
Paid-in capital		32,383			31,718
Retained earnings		119,572			113,314
Unearned stock-based compensation		(981	)		(737	)
Accumulated other comprehensive income		5,262			6,937
Treasury stock, at cost; 8,642 shares in 2005 and 9,309 in 2004		(198	)		(210	)
Total shareholders’ equity		156,870			151,852
Total liabilities and shareholders’ equity	$	2,339,264		$	2,307,820

Washington Trust Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
(Dollars and shares in thousands, except per share amounts)	(Unaudited)
	Three Months					Six Months
Periods ended June 30,	2005		2004			2005		2004
Interest income:
Interest and fees on loans	$	19,096	$	14,287		$	36,921	$	27,928
Interest on securities		8,489		8,107			17,108		16,362
Dividends on corporate stock and Federal Home Loan Bank stock		625		506			1,244		980
Interest on federal funds sold and other short-term investments		79		20			134		40
Total interest income		28,289		22,920			55,407		45,310
Interest expense:
Deposits		7,627		5,024			14,559		9,771
Federal Home Loan Bank advances		5,670		4,789			11,219		9,334
Other		20		15			36		30
Total interest expense		13,317		9,828			25,814		19,135
Net interest income		14,972		13,092			29,593		26,175
Provision for loan losses		300		120			600		240
Net interest income after provision for loan losses		14,672		12,972			28,993		25,935
Noninterest income:
Trust and investment management fees		3,486		3,320			6,698		6,375
Service charges on deposit accounts		1,168		1,192			2,179		2,362
Merchant processing fees		1,337		1,095			2,115		1,692
Net gains on loan sales		418		560			905		909
Net realized gains (losses) on securities		3		(240	)		3		(240	)
Income from bank-owned life insurance		279		295			551		594
Other income		303		702			622		1,172
Total noninterest income		6,994		6,924			13,073		12,864
Noninterest expense:
Salaries and employee benefits		7,450		7,218			14,909		14,195
Net occupancy		802		796			1,655		1,612
Equipment		869		788			1,751		1,558
Merchant processing costs		1,098		882			1,734		1,348
Advertising and promotion		733		538			1,036		1,004
Outsourced services		444		467			857		843
Legal, audit and professional fees		520		245			912		503
Amortization of intangibles		99		161			246		322
Other		1,358		1,450			2,717		2,840
Total noninterest expense		13,373		12,545			25,817		24,225
Income before income taxes		8,293		7,351			16,249		14,574
Income tax expense		2,654		2,308			5,200		4,576
Net income	$	5,639	$	5,043		$	11,049	$	9,998
Weighted average shares outstanding - basic		13,296.0		13,216.1			13,289.4		13,209.4
Weighted average shares outstanding - diluted		13,592.3		13,517.0			13,602.3		13,515.2
Per share information:
Basic earnings per share	$	0.42	$	0.38		$	0.83	$	0.76
Diluted earnings per share	$	0.41	$	0.37		$	0.81	$	0.74
Cash dividends declared per share	$	0.18	$	0.17		$	0.36	$	0.34